AB650, s. 158
12Section
158. 183.0114 (1) (mp) of the statutes is created to read:
AB650,59,1313
183.0114
(1) (mp) A certificate of conversion filed under s. 183.1207 (5), $150.
AB650, s. 159
14Section
159. 183.0114 (1) (n) of the statutes is repealed and recreated to read:
AB650,59,1515
183.0114
(1) (n) Articles of merger, $150.
AB650,59,2018
183.0114
(1) (w) Annual report of a foreign limited liability company
that is
19submitted to the department by authorized electronic means, $65
; annual report
20submitted to the department on paper, $80.
AB650, s. 161
21Section
161. 183.0114 (3) of the statutes is created to read:
AB650,59,2322
183.0114
(3) The department, by rule, may specify a larger fee for filing
23documents described in sub. (1) in paper format.
AB650, s. 162
24Section
162. 183.0204 of the statutes is repealed and recreated to read:
AB650,60,3
1183.0204 Effect of delivery or filing of articles of organization and
2other documents. (1) (a) A limited liability company is formed when the articles
3of organization become effective under s. 183.0111.
AB650,60,54
(b) The department's filing of the articles of organization is conclusive proof
5that the limited liability company is organized and formed under this chapter.
AB650,60,106
(c) The status of a limited liability company as a limited liability company or
7as a foreign limited liability company registered to transact business in this state and
8the liability of any member of any such limited liability company is not adversely
9affected by errors or subsequent changes in any information stated in any filing
10made under this chapter.
AB650,60,14
11(2) The department's filing of the articles of organization of a foreign limited
12liability company under s. 183.1004 shall be considered the certificate of authority
13for that foreign limited liability company to transact business in this state and is
14notice of all other facts set forth in the registration statement.
AB650,60,23
15(3) (a) If a limited liability company or a foreign limited liability company that
16is registered to transact business in this state dissolves, but its business continues
17without winding up and without liquidating the company, the status of the limited
18liability company or foreign limited liability company before dissolution shall
19continue to be applicable to the company as it continues its business, and the
20company shall not be required to make any new filings under this chapter. Any
21filings made by such a limited liability company or foreign limited liability company
22before dissolution shall be considered to have been filed by the company while it
23continues its business.
AB650,61,324
(b) If a limited liability company or a foreign limited liability company that is
25registered to transact business in this state dissolves, any filings made by the
1company before dissolution remain in effect as to the company and its members
2during the period of winding up and to the members during the period after the
3company's liquidation or termination with respect to the liabilities of the company.
AB650, s. 163
4Section
163. 183.0404 (2) (fm) of the statutes is created to read:
AB650,61,55
183.0404
(2) (fm) Convert to a new form of business entity under s. 183.1207.
AB650, s. 164
6Section
164. 183.0504 of the statutes is created to read:
AB650,61,12
7183.0504 Series of members, managers, or limited liability company
8interests. An operating agreement may establish, or provide for the establishment
9of, designated series or classes of members, managers, or limited liability company
10interests that have separate or different preferences, limitations, rights, or duties,
11with respect to profits, losses, distributions, voting, property, or other incidents
12associated with the limited liability company.
AB650, s. 165
13Section
165. 183.0802 (3) of the statutes is amended to read:
AB650,62,314
183.0802
(3) (a) Except as provided in par. (b),
unless an operating agreement
15provides that a member does not have the power to withdraw by voluntary act from
16a limited liability company, the a member may
do so voluntarily withdraw from a
17limited liability company at any time by giving written notice to the other members,
18or on any other terms as are provided in an operating agreement. If
the member has
19the power to withdraw but the withdrawal is a breach of an operating agreement or 20the withdrawal occurs as a result of
otherwise wrongful conduct of the member, the
21limited liability company may recover from the withdrawing member damages
for
22breach of the operating agreement or as a result of the wrongful conduct and may
23offset the damages against the amount otherwise distributable to the member, in
24addition to pursuing any remedies provided for in an operating agreement or
25otherwise available under applicable law.
Unless otherwise provided in an operating
1agreement, in the case of a limited liability company for a definite term or particular
2undertaking, a withdrawal by a member before the expiration of that term or
3completion of that undertaking is a breach of the operating agreement.
AB650,62,184
(b) If a member acquired an interest in a limited liability company for no or
5nominal consideration
or owns an interest as to which the power to withdraw is
6prohibited or otherwise restricted in the operating agreement, the member may
7withdraw from the limited liability company
with respect to that interest only in
8accordance with the operating agreement and only at the time or upon the occurrence
9of an event specified in the operating agreement. If the operating agreement does
10not specify the time or the event upon the occurrence of which the member may
11withdraw, a member who acquired an interest in the limited liability company for no
12or nominal consideration may not withdraw prior to the time for the dissolution and
13commencement of winding up of the limited liability company without the written
14consent of all members of the limited liability company.
Unless otherwise provided
15in an operating agreement, in the case of a limited liability company that is organized
16for a definite term or particular undertaking, the operating agreement shall be
17considered to provide that a member may not withdraw before the expiration of that
18term or completion of that undertaking.
AB650, s. 166
19Section
166. 183.0901 (4) (intro.) of the statutes is amended to read:
AB650,62,2220
183.0901
(4) (intro.)
An For a limited liability company organized before the
21effective date of this subsection .... [revisor inserts date], an event of dissociation of
22a member, unless any of the following applies:
AB650, s. 167
23Section
167. 183.1001 (1) of the statutes is amended to read:
AB650,63,824
183.1001
(1) The laws of the state or other jurisdiction under which a foreign
25limited liability company is organized shall govern its organization and internal
1affairs and the liability and authority of its managers and members, regardless of
2whether the foreign limited liability company obtained or should have obtained a
3certificate of registration under this chapter
, except that a foreign limited liability
4company that has filed a certificate of conversion under s. 183.1207 (5) to become a
5domestic limited liability company shall be subject to the requirements of this
6chapter governing domestic limited liability companies on the effective date of the
7conversion and shall not be subject to the requirements of this chapter governing
8foreign limited liability companies.
AB650, s. 168
9Section
168. 183.1006 (1) (a) of the statutes is amended to read:
AB650,63,1110
183.1006
(1) (a) Its name
or the fictitious name under which it has been issued
11a certificate of registration.
AB650, s. 169
12Section
169. 183.1006 (1) (b) of the statutes is amended to read:
AB650,63,1413
183.1006
(1) (b) The state or jurisdiction under whose laws it is organized
or
14its date of organization.
AB650, s. 170
15Section
170. 183.1020 (2) of the statutes is amended to read:
AB650,63,2116
183.1020
(2) If the department receives a certificate under sub. (1) (f) and a
17statement by the foreign limited liability company that the certificate is submitted
18by the foreign limited liability company to terminate its registration to transact
19business in this state, the department shall
issue a certificate of revocation revoke
20the foreign limited liability company's certificate of registration under s. 183.1021
21(2) (b).
AB650, s. 171
22Section
171. 183.1020 (3) of the statutes is amended to read:
AB650,64,223
183.1020
(3) A court may revoke under s. 946.87 the certificate of registration
24of a foreign limited liability company registered to transact business in this state.
25The court shall notify the department of the action, and the department shall
issue
1a certificate of revocation revoke the foreign limited liability company's certificate of
2registration under s. 183.1021 (2) (b).
AB650, s. 172
3Section
172. 183.1021 (1) and (2) of the statutes are amended to read:
AB650,64,84
183.1021
(1) If the department determines that one or more grounds exist
5under s. 183.1020 (1) for revocation of a certificate of registration, the department
6shall
serve give the foreign limited liability company
under s. 183.1010 with written
7notice of the determination
by first class mail, addressed to the foreign limited
8liability company's registered office.
AB650,64,12
9(2) (a) Within 60 days after
service of the notice
is perfected under s. 183.1010 10takes effect, the foreign limited liability company shall correct each ground for
11revocation or demonstrate to the reasonable satisfaction of the department that each
12ground determined by the department does not exist.
AB650,64,2013
(b) If the foreign limited liability company fails to satisfy par. (a), the
14department may revoke the foreign limited liability company's certificate of
15registration by
signing a certificate of revocation that recites entering a notation in
16the department's records to reflect each ground for revocation and
its the effective
17date
of the revocation. The department shall
file the original of the certificate and
18serve a copy on give written notice of those facts to the foreign limited liability
19company
under s. 183.1010 by first class mail, addressed to the foreign limited
20liability company's registered office.
AB650, s. 173
21Section
173. 183.1021 (2g) of the statutes is created to read:
AB650,64,2522
183.1021
(2g) (a) If a notice under sub. (1) or (2) (b) is returned to the
23department as undeliverable, the department shall again give written notice to the
24foreign limited liability company, addressed to the principal office of the foreign
25limited liability company.
AB650,65,4
1(b) If the notice under par. (a) is returned to the department as undeliverable
2or if the foreign limited liability company's principal office cannot be determined
3from the records of the department, the department shall give the notice by
4publishing a class 2 notice under ch. 985 in the official state newspaper.
AB650, s. 174
5Section
174. 183.1021 (2r) of the statutes is created to read:
AB650,65,76
183.1021
(2r) A notice under sub. (1), (2) (b), or (2g) (a) takes effect at the
7earliest of the following:
AB650,65,88
(a) When received.
AB650,65,109
(b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
10addressed.
AB650,65,1311
(c) On the date shown on the return receipt, if sent by registered or certified
12mail, return receipt requested, and the receipt is signed by or on behalf of the
13addressee.
AB650, s. 175
14Section
175. 183.1021 (3) of the statutes is amended to read:
AB650,65,1815
183.1021
(3) The authority of a foreign limited liability company to transact
16business in this state, other than as provided in s. 183.1002 (2), ends on the
effective 17date
shown on the certificate revoking of revocation of its certificate of registration
18as reflected in the records of the department.
AB650, s. 176
19Section
176. 183.1022 (1) of the statutes is amended to read:
AB650,66,220
183.1022
(1) A foreign limited liability company may appeal the department's
21revocation of its certificate of registration under s. 183.1020 (1) to the circuit court
22for the county where the foreign limited liability company's principal office or, if none
23in this state, its registered office is located, within 30 days after
service notice of
the 24certificate of revocation
is perfected takes effect under
s. 183.1010 s. 183.1021 (2r).
25The foreign limited liability company shall appeal by petitioning the court to set
1aside the revocation and attaching to the petition copies of its certificate of
2registration and the department's
certificate notice of revocation.
AB650, s. 177
3Section
177. Subchapter XII (title) of chapter 183 [precedes 183.1200] of the
4statutes is amended to read:
AB650,66,76
Subchapter XIi
7
Merger
; conversion
AB650, s. 178
8Section
178. 183.1200 of the statutes is created to read:
AB650,66,9
9183.1200 Definitions. In this subchapter:
AB650,66,11
10(1) "Business entity" means a domestic business entity and a foreign business
11entity.
AB650,66,14
12(2) "Domestic business entity" means a corporation, as defined in s. 180.0103
13(5), a domestic limited liability company, a limited partnership, as defined in s.
14179.01 (7), or a corporation, as defined in s. 181.0103 (5).
AB650,66,17
15(3) "Foreign business entity" means a foreign limited liability company, a
16foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as
17defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).
AB650, s. 179
18Section
179. 183.1201 (2) of the statutes is amended to read:
AB650,67,219
183.1201
(2) Unless otherwise provided in an operating agreement, one or
20more limited liability companies may merge with or into one or more other
limited
21liability companies or one or more other foreign limited liability companies, with the
22surviving limited liability company being the limited liability company provided in
23the plan of merger business entities if the merger is permitted under the applicable
24laws of the jurisdiction that governs each such other business entity and each
1business entity approves the plan of merger in the manner required by the laws
2applicable to the business entity.
AB650, s. 180
3Section
180. 183.1201 (3) of the statutes is amended to read:
AB650,67,74
183.1201
(3) Interests in a limited liability company that is a party to a merger
5may be exchanged for or converted into cash, property,
shares, obligations
of or
6interest interests in the surviving
limited liability company business entity, or of any
7other
limited liability company business entity.
AB650, s. 181
8Section
181. 183.1202 (3) of the statutes is amended to read:
AB650,67,129
183.1202
(3) Each
foreign business entity, other than a domestic limited
10liability company
, that is a party to a proposed merger shall approve the merger in
11the manner
and by the vote required by the laws applicable to the
foreign limited
12liability company business entity.
AB650, s. 182
13Section
182. 183.1202 (4) of the statutes is amended to read:
AB650,67,1714
183.1202
(4) Each
limited liability company business entity that is a party to
15the merger shall have any rights to abandon the merger that are provided for in the
16plan of merger or in the laws applicable to the
limited liability company business
17entity.
AB650, s. 183
18Section
183. 183.1202 (6) of the statutes is created to read:
AB650,67,2419
183.1202
(6) After a merger is authorized, and at any time before the articles
20of merger are filed with the department, the planned merger may be abandoned,
21subject to any contractual rights, without further action on the part of the
22shareholders or other owners, in accordance with the procedure set forth in the plan
23of merger or, if none is set forth, in the manner determined by the governing body of
24any business entity that is a party to the merger.
AB650, s. 184
25Section
184. 183.1203 (1) of the statutes is repealed.
AB650, s. 185
1Section
185. 183.1203 (2) of the statutes is renumbered 183.1203, and
2183.1203 (1), (3) and (4), as renumbered, are amended to read:
AB650,68,73
183.1203
(1) The name
of, form of business entity, and identity of the
4jurisdiction governing each
limited liability company business entity that is a party
5to the merger and the name
, form of business entity, and identity of the jurisdiction 6of the surviving
limited liability company business entity with, or into, which each
7other
limited liability company business entity proposes to merge.
AB650,68,12
8(3) The manner and basis of converting the interests in each
limited liability
9company business entity that is a party to the merger into
limited liability company 10shares, interests
or, obligations
, or other securities of the surviving
limited liability
11company business entity or any other business entity or into cash or other property
12in whole or in part.
AB650,68,15
13(4) Amendments to the articles of organization
or other similar governing
14document of the surviving
limited liability company that will be effected by the
15merger business entity.
AB650, s. 186
16Section
186. 183.1204 (1) of the statutes is repealed and recreated to read:
AB650,68,1817
183.1204
(1) The surviving business entity shall deliver to the department
18articles of merger that include all of the following:
AB650,68,1919
(a) The plan of merger.
AB650,68,2220
(b) The effective date and time of the merger, if the merger is to take effect at
21a time other than the close of business on the date of filing the articles of merger
22under s. 183.0111.
AB650,69,223
(c) A statement that the plan was approved by each domestic limited liability
24company that is a party to the merger in accordance with s. 183.1202, and by each
1other business entity that is a party to the merger in the manner required by the laws
2applicable to the business entity.
AB650,69,43
(e) Other provisions relating to the merger, as determined by the surviving
4business entity.
AB650, s. 187
5Section
187. 183.1205 of the statutes is repealed and recreated to read:
AB650,69,6
6183.1205 Effects of merger. A merger has the following effects:
AB650,69,9
7(1) Every other business entity that is a party to the merger merges into the
8surviving business entity, and the separate existence of every business entity, except
9the surviving business entity, ceases.
AB650,69,14
10(1m) If the merger is with or into a business entity under the laws applicable
11to which one or more of the owners of the business entity is liable for the debts and
12obligations of the business entity, the owner or owners are so liable only for the debts
13and obligations accrued during the period or periods in which such laws are
14applicable.
AB650,69,22
15(2) The title to all property owned by each business entity that is a party to the
16merger is vested in the surviving business entity without reversion or impairment,
17provided that, if a merging business entity has an interest in real estate in Wisconsin
18on the date of the merger, the merging business entity shall transfer that interest to
19the business entity surviving the merger and shall execute any real estate transfer
20return required under s. 77.22. The business entity surviving the merger shall
21promptly record the instrument of conveyance under s. 59.43 in the office of the
22register of deeds for each county in which the real estate is located.
AB650,69,24
23(3) The surviving business entity has all liabilities of each business entity that
24is party to the merger.
AB650,70,4
1(4) A civil, criminal, administrative, or investigatory proceeding pending by or
2against any business entity that is a party to the merger may be continued as if the
3merger did not occur, or the surviving business entity may be substituted in the
4proceeding for the business entity whose existence ceased.
AB650,70,7
5(5) The articles of organization, certificate of limited partnership, or other
6similar governing document, whichever is applicable, of the surviving business
7entity shall be amended to the extent provided in the plan of merger.
AB650,70,13
8(6) The shares or other interests of each business entity that is party to the
9merger that are to be converted into shares, interests, obligations, or other securities
10of the surviving business entity or any other business entity or into cash or other
11property are converted, and the former holders of the shares or interests are entitled
12only to the rights provided in the articles of merger or to their rights under the laws
13applicable to each business entity that is a party to the merger.
AB650,70,18
14(7) If the surviving business entity is a foreign business entity, the department
15is the agent of the surviving foreign business entity for service of process in a
16proceeding to enforce any obligation of any business entity that is a party to the
17merger or the rights of the dissenting members or other owners of each business
18entity that is a party to the merger.